Fitell Corporation (NASDAQ: FTEL) announced a new $50 million senior secured convertible note and the creation of 2F Robotics, a joint venture focused on AI‑driven robotic systems spanning home, kitchen, fitness, and industrial uses. Net proceeds are slated to be converted into stablecoin assets and kept with a U.S. custodian, giving the company flexibility as it funds the robotics platform and its core fitness operations. 1
Key takeaways
- $50M financing: Fitell signed a securities purchase agreement with a U.S.-based institutional investor for a Series C senior secured convertible note to support 2F Robotics. Closing remains subject to customary conditions. 1
- Stablecoin strategy: The company plans to convert net proceeds to stablecoins; its treasury mix will include cash, stablecoins, Solana (SOL), and PUMP alongside traditional holdings. 1
- AI robotics JV:2F Robotics will develop and commercialize AI-driven robotics; GZ Fukonn Vanguard Intelligent Technology will serve as a product development partner. Fitell says it will retain majority ownership and full IP rights. 1
- Deal mechanics: The Series C note carries 6.0% annual interest, payable monthly in cash and/or Class A ordinary shares, rising to 13% on default; it is secured by a first-priority lien on substantially all assets (including crypto collateral) and includes a 9.99% conversion cap to limit beneficial ownership. U.S. Bank Trust Company is trustee under the indenture. 2
- Placement agent:Rodman & Renshaw is the exclusive placement agent for the transaction, according to the company. 1
What happened today (Nov. 6, 2025)
Fitell released its announcement at 8:50 a.m. ET, outlining the financing and the 2F Robotics initiative. The company emphasized that converting proceeds to stablecoin assets provides capital stability and allocation flexibility between the new JV, corporate treasury, and ongoing fitness operations. Reuters also flagged the announcement in its news feed. 1
Street context: Early coverage on financial newswires highlighted the note terms and strategic intent; some outlets also noted a positive initial reaction in morning trading following the release. (Prices fluctuate intraday.) 3
Why it matters for FTEL
- Strategic pivot + diversification: For a company best known for online fitness equipment retailing in Australia, the 2F Robotics venture signals a push into higher‑margin, IP‑driven hardware and automation, while the stablecoin approach aims to smooth capital deployment amid market volatility. 1
- Balance-sheet clarity: The indenture and 6‑K filings spell out investor protections—first‑lien security, default step‑ups, and conversion limits—important for assessing dilution and credit risk. 2
- Regulatory footing: As context, Fitell recently regained compliance with Nasdaq’s $1.00 minimum bid price rule (notice dated Oct. 15, 2025), a backdrop that can matter for institutional access and liquidity. 4
Deal terms at a glance (from the 6‑K)
- Instrument: Series C senior secured convertible note (registered under the company’s Form F‑3 shelf).
- Interest:6.0% per annum, payable monthly in arrears; may be paid in cash and/or interest shares.
- Security:First‑priority lien on substantially all tangible and intangible assets, including crypto collateral, subject to intercreditor arrangements with Series A holders.
- Default rate:13% per annum upon events of default.
- Conversion cap:9.99% beneficial ownership limit (adjustable with 61 days’ notice, but not above 9.99%).
- Trustee/Indenture:U.S. Bank Trust Company, N.A. under a base and supplemental indenture qualified under the Trust Indenture Act. 2
About 2F Robotics and the product roadmap
Fitell says 2F Robotics will prioritize AI‑driven robotics and automation systems applicable to consumers and industry. GZ Fukonn Vanguard Intelligent Technology—described as an Asia‑based robotics firm with patented hardware, dedicated R&D, and deployments in Canada and the Middle East—will partner on development. Fitell intends to leverage its existing distribution in Australia and the U.S., while retaining majority ownership and all IP. 1
Market reaction & coverage
- Company press release and SEC filing detailed the structure and use of proceeds. 1
- Reuters distributed a brief note on the announcement across financial terminals and news platforms. 5
- StreetInsider summarized the key points and referenced an early upward move in FTEL shares following the announcement time-stamped this morning. (Quotes and percentages are time‑specific and may change.) 3
What to watch next
- Closing of the note: The company states issuance is subject to conditions—watch for confirmation of closing and any prospectus supplement filings. 1
- JV formalization & pipeline: Milestones for 2F Robotics (product reveals, pilots, regulatory certifications) and any commercial timelines with GZ Fukonn. 1
- Treasury disclosures: Further detail on stablecoin custody, asset allocation among stablecoins/SOL/PUMP, and risk controls as markets evolve. 1
- Equity impact: Monthly interest-share issuance (if used) and potential dilution mechanics as outlined in the 6‑K/indenture. 2
Company background
Fitell operates an e‑commerce platform for gym and fitness equipment in Australia through subsidiary GD Wellness Pty Ltd, serving more than 100,000 customers and offering three proprietary brands—Muscle Motion, Rapid Motion, and FleetX—across 2,000+ SKUs. 1
Sources (Nov. 6, 2025)
- Company press release: “Fitell Corporation Announces $50 Million Stablecoin Financing and 2F Robotics…” (released 8:50 a.m. ET). 1
- SEC filing (Form 6‑K): Terms of the Series C note, lien, conversion cap, and trustee. 2
- Reuters brief: Headline item on the financing and robotics platform. 5
- StreetInsider: Summary coverage and early trading snapshot. 3
- Context: Company notice of Nasdaq minimum bid compliance regained (Oct. 16, 2025). 4
